Page 1: UNITED STATES
Page 2: 38 FOUNTAIN SQUARE PLAZA
Page 3: FIFTH THIRD BANCORP
Page 4: CERTAIN BENEFICIAL OWNERS
Page 5: N/A
Page 6: N/A
Page 7: N/A
Page 8: N/A
Page 9: BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS
Page 10: CORPORATE GOVERNANCE
Page 11: COMPENSATION DISCUSSION AND ANALYSIS
Page 12: Role of Executive Officers in Compensation Decisions
Page 13: Benchmarking Methodology
Page 14: Compensation Strategy
Page 15: Other Plan Provisions.
Page 16: Long-term Equity-Based Incentive Compensation.
Page 17: Final Determinations.
Page 18: 2007 Variable Compensation Plan
Page 19: Determination of Awards.
Page 20: N/A
Page 21: Tax and Accounting Impact
Page 22: Summary of Eligibility for Benefits and Perquisites
Page 23: 401(k) and Profit-Sharing.
Page 24: Deferred Compensation
Page 25: 2008 Executive Compensation Changes
Page 26: Grants of Plan-Based Awards
Page 27: N/A
Page 28: 2007 Grants of Plan Based Awards
Page 29: Outstanding Equity Awards at Year-End
Page 30: N/A
Page 31: Option Exercises and Stock Vested
Page 32: 2007 Pension Benefits
Page 33: 2007 Nonqualified Deferred Compensation
Page 34: Voluntary or Without Cause.
Page 35: N/A
Page 36: Director Compensation
Page 37: 2007 Director Compensation
Page 38: Beneficial Ownership
Page 39: Section 16(a) Beneficial Ownership Reporting Compliance
Page 40: REPORT OF THE AUDIT COMMITTEE
Page 41: PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
Page 42: PROPOSAL TO AMEND ARTICLE FOURTH OF AMENDED ARTICLES OF INCORPORATION
Page 43: PROPOSAL TO APPROVE THE
Page 44: Administration
Page 45: Eligibility
Page 46: Awards
Page 47: Stock Options.
Page 48: Termination of Employment or Services
Page 49: Other Provisions
Page 50: Stock Awards
Page 51: Annual Incentive Award and Other Incentive Awards
Page 52: Code of Regulations
Page 53: The Audit Committee of the Board of Directors recommends the adoption of the resolution.
Page 54: Statement Against the Shareholder Proposal
Page 55: AGAINST
Page 56: New or amended language is indicated by underlining
Page 57: ANNEX 2
Page 58: TABLE OF CONTENTS
Page 59: N/A
Page 60: Article 1. Establishment, Purpose, and Duration
Page 61: N/A
Page 62: N/A
Page 63: Gender and Number
Page 64: Article 3. Administration
Page 65: Award Agreements
Page 66: Adjustments in Authorized Shares and Limitations.
Page 67: Exercise of SARs
Page 68: Other Restrictions
Page 69: Payment of Performance Units and Performance Shares
Page 70: Duration of Options
Page 71: Article 10. Annual and Other Incentive Awards
Page 72: Article 11. Performance Goals
Page 73: Termination of Employment or Service Due to Retirement
Page 74: Article 14. Rights of Participants
Page 75: Employees Based Outside of the United States
Page 76: Replacement Awards
Page 77: Effect on Outstanding Awards
Page 78: New or amended language is indicated by underlining
Page 79: ANNEX 4
Page 80: QUESTIONS/STATEMENTS BY SHAREHOLDERS ONE MINUTE LIMIT
Page 81: Annual Meeting of Shareholders
Page 82: 38 Fountain Square Plaza
Page 83: IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A D ON BOTH SIDES OF THIS CARD.
Page 84: 2008 Annual Meeting of
Page 85: IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A C ON BOTH SIDES OF THIS CARD.
Page 86: PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE .